Common use of Rights of First Refusal Clause in Contracts

Rights of First Refusal. Section 10.2 of the Redevelopment Agreement provides that the Developer has a right of first refusal (each such right of first refusal set forth in the Redevelopment Agreement, the Hotel ROFR Agreement or the Arena ROFR being referred to in this Agreement as the “Right of First Refusal” or “ROFR”) respecting the acquisition, use, reuse and/or renovation of the Arena (as defined in the Redevelopment Agreement) (the “Arena ROFR”) and the development of one or more hotels adjacent to the Meadowlands Racetrack (the “Hotel ROFR”). To more particularly set forth the terms and provisions of the Arena ROFR and the Hotel ROFR, MDLP and the NJSEA entered into the ROFR Agreements. The Hotel ROFR Agreement contemplates that the NJSEA may enter into agreements with third parties wherein such third parties may develop one or more hotels at the Meadowlands Racetrack (subject to satisfaction of certain conditions) and that MDLP shall have a separate right of first refusal for each hotel the NJSEA desires to develop at the Meadowlands Racetrack. As a result thereof, each such right of first refusal shall constitute a separate ROFR hereunder and shall be subject to the provisions of this Section 6.1.2. The determination of whether or not MDLP shall exercise a Right of First Refusal must be Approved by MDLP and the MC Partners (in the exercise of their sole and absolute discretion) no later than the twentieth (20th) day after the receipt of an Offer Notice (such twentieth (20th) day being referred to herein as the “Initial ROFR Election Date” and the twenty (20) day period between MDLP’s receipt of an Offer Notice and the Initial ROFR Election Date being referred to herein as the “Initial ROFR Election Period”). If the election to exercise a Right of First Refusal shall not be Approved by MDLP and the MC Partners (in the exercise of their sole and absolute discretion) within the applicable Initial ROFR Election Period, such failure shall be deemed to mean that MDLP and the MC Partners do not approve of such election. The determination of whether or not to proceed with such election shall not be subject to the mediation and arbitration provisions of Section 15. If the election to proceed with a ROFR shall not be Approved by MDLP and the MC Partners (in the exercise of their sole and absolute discretion) prior to the expiration of the Initial ROFR Election Period and neither MDLP nor the MC Partners shall have delivered a ROFR Electing Party Notice (as hereinafter defined) prior to the expiration of the Initial ROFR Election Period, then neither MDLP nor the MC Partners shall be permitted to proceed with the exercise of such ROFR. In accordance with the terms of the applicable ROFR Agreement, if MDLP shall determine to waive the applicable ROFR and neither MDLP nor the MC Partners shall have delivered a ROFR Participation Notice within the thirty (30) day period set forth in Section 6.1.2.2.1(a) below, then the JV GP, on behalf of MDLP, shall deliver a written notice to the NJSEA of MDLP’s determination to waive the applicable ROFR.

Rights of First Refusal. (a) Subject to the terms and conditions set forth in this Section 10.2 of the Redevelopment Agreement provides that the Developer has 15.1, Tenant shall have a right of first refusal to purchase any Leased Property (each the “Purchase Refusal Right”). If during the Term or for a period of six (6) months following termination of the Lease, Landlord receives a bona fide third party offer to purchase any Leased Property, Landlord shall, prior to accepting such right third party offer, send written notice thereof to Tenant (“Landlord’s Notice”) along with a copy of first refusal such offer, and further setting forth in detail all of the terms and conditions of such third party offer, including the price, time for closing, and any contingencies. Tenant shall have fifteen (15) days after receipt of Landlord’s Notice to exercise Tenant’s Purchase Refusal Right, by giving Landlord written notice thereof. Failure of Tenant to exercise the Purchase Refusal Right within such time period set forth above shall be deemed to extinguish the Purchase Refusal Right. Thereafter, Landlord may sell such Leased Property to such third party on the same terms and conditions as set forth in the Redevelopment AgreementLandlord’s Notice and, to the extent that this Lease has not terminated, subject to all terms and conditions of this Lease, including but not limited to the Purchase Option. Tenant’s Purchase Refusal Right shall revive in the event that Landlord fails to close such third party offer. In the event that Tenant elects to exercise the Purchase Refusal Right and to purchase the Leased Property thereby, (i) Tenant shall purchase such Leased Property on the same terms and conditions and subject to all time periods and other limitations as provided in Landlord’s Notice, and (ii) concurrently with such purchase, the Hotel ROFR Agreement or the Arena ROFR being referred to in this Agreement as the “Right of First Refusal” or “ROFR”) respecting the acquisition, use, reuse and/or renovation of the Arena (as defined in the Redevelopment Agreement) (the “Arena ROFR”) and the development of one or more hotels adjacent to the Meadowlands Racetrack (the “Hotel ROFR”). To more particularly set forth the terms and provisions of the Arena ROFR and the Hotel ROFR, MDLP and the NJSEA entered into the ROFR Agreements. The Hotel ROFR Agreement contemplates that the NJSEA may enter into agreements with third parties wherein such third parties may develop one or more hotels at the Meadowlands Racetrack (subject to satisfaction of certain conditions) and that MDLP shall have a separate right of first refusal for each hotel the NJSEA desires to develop at the Meadowlands Racetrack. As a result thereof, each such right of first refusal shall constitute a separate ROFR hereunder and shall be subject to the provisions of this Section 6.1.2. The determination of whether or not MDLP shall exercise a Right of First Refusal must be Approved by MDLP and the MC Partners (in the exercise of their sole and absolute discretion) no later than the twentieth (20th) day after the receipt of an Offer Notice (such twentieth (20th) day being referred to herein as the “Initial ROFR Election Date” and the twenty (20) day period between MDLP’s receipt of an Offer Notice and the Initial ROFR Election Date being referred to herein as the “Initial ROFR Election Period”). If the election to exercise a Right of First Refusal shall not be Approved by MDLP and the MC Partners (in the exercise of their sole and absolute discretion) within the applicable Initial ROFR Election Period, such failure shall be deemed to mean that MDLP and the MC Partners do not approve Lease of such election. The determination of whether or not Leased Property shall terminate (but Tenant shall remain liable to proceed pay any unpaid Rent with respect to such election shall not be subject to the mediation Leased Property and arbitration all indemnifications and other provisions of Section 15. If the election to proceed with a ROFR shall not be Approved by MDLP and the MC Partners (in the exercise of their sole and absolute discretion) prior to that survive the expiration of the Initial ROFR Election Period any Lease or of this Agreement shall continue in effect), and neither MDLP nor the MC Partners shall have delivered a ROFR Electing Party Notice (as hereinafter defined) prior to the expiration of the Initial ROFR Election Period, then neither MDLP nor the MC Partners this Agreement shall be permitted appropriately amended to proceed with reflect the exercise termination of such ROFR. In accordance with the terms of the applicable ROFR Agreement, if MDLP shall determine to waive the applicable ROFR and neither MDLP nor the MC Partners shall have delivered a ROFR Participation Notice within the thirty (30) day period set forth in Section 6.1.2.2.1(a) below, then the JV GP, on behalf of MDLP, shall deliver a written notice to the NJSEA of MDLP’s determination to waive the applicable ROFRLease.

Rights of First Refusal. Section 10.2 (a) The Buyer acknowledges that the sale of certain of the Redevelopment Properties under this Agreement provides that are subject to the Developer has a rights of first refusal or first offer set forth on Schedule 8.9-1 (together with any other right of first refusal (each such right or first offer with respect to the sale of first refusal the Properties under this Agreement set forth in a Space Lease in effect on the Redevelopment AgreementEffective Date, the Hotel ROFR Agreement or “Existing Options”). The Sellers shall provide the Arena ROFR being referred Buyer a draft of each notice to be provided to a third-party pursuant to an Existing Option within ten (10) Business Days following the Effective Date, which shall be in this Agreement as form and substance reasonably satisfactory to the Buyer (an “Right of First Refusal” or “ROFRApproved Option Notice”) respecting and which shall, in any event, offer to sell the acquisition, use, reuse and/or renovation applicable Property at the applicable Allocated Purchase Price. Promptly following the approval by the Buyer of the Arena Approved Option Notice, the applicable Seller shall deliver the Approved Option Notice required pursuant to the Existing Options and shall provide a copy thereof to the Buyer. Should any party to the Existing Options (as defined an “Optionee”) thereunder exercise its right to purchase the applicable Property (or, in the Redevelopment Agreement) case of the Waterside Property, the Waterside JV Member exercises its right to acquire the interest of the Waterside ARCP Member in the Waterside Seller following the exercise of the Waterside Sale Right (the “Arena ROFRWaterside JV Option”) and the development of one or more hotels adjacent to the Meadowlands Racetrack (the “Hotel ROFR”). To more particularly set forth the terms and provisions of the Arena ROFR and the Hotel ROFR, MDLP and the NJSEA entered into the ROFR Agreements. The Hotel ROFR Agreement contemplates that the NJSEA may enter into agreements with third parties wherein such third parties may develop one or more hotels at the Meadowlands Racetrack (subject to satisfaction of certain conditions) and that MDLP shall have a separate right of first refusal for each hotel the NJSEA desires to develop at the Meadowlands Racetrack. As a result thereof, each such right of first refusal shall constitute a separate ROFR hereunder and shall be subject to the provisions of this Section 6.1.2. The determination of whether or not MDLP shall exercise a Right of First Refusal must be Approved by MDLP and the MC Partners (in the exercise of their sole and absolute discretion) no later than the twentieth (20th) day after the receipt of an Offer Notice (such twentieth (20th) day affected Property, including the Waterside Property if the Waterside JV Option is exercised, being referred to herein as the an “Initial Excluded ROFR Election Date” and the twenty (20) day period between MDLP’s receipt of an Offer Notice and the Initial ROFR Election Date being referred to herein as the “Initial ROFR Election PeriodAsset”). If , (a) the election applicable Seller shall notify the Buyer of the same, (b) this Agreement will terminate but only with respect to exercise a Right of First Refusal such Excluded ROFR Asset and such Excluded ROFR Asset shall not be Approved by MDLP deemed a “Property” for any purpose under this Agreement (other than with respect to any terms and condition that expressly survive termination of this Agreement), (c) the MC Partners (in the exercise of their sole and absolute discretion) within the applicable Initial ROFR Election Period, such failure Purchase Price shall be deemed reduced by the Allocated Purchase Price applicable to mean such Excluded ROFR Asset, and (d) neither such Seller nor the Buyer shall have any liability hereunder with regard to the Excluded ROFR Asset, except for the obligations hereunder which expressly survive termination of this Agreement. In the event that MDLP and any Optionee elects pursuant to an Existing Option to purchase an Excluded ROFR Asset that is an part of a pool of Assumed Loan Properties securing an Assumed Loan, the MC Partners do not approve sale of such election. The determination Assumed Loan Properties pursuant to this Agreement shall be adjourned (but not beyond the Final Closing Date) until the consummation of whether or not to proceed with the transfer of such election shall not be subject Excluded ROFR Asset to the mediation Optionee (or the Optionee’s failure to acquire such Excluded ROFR Asset in accordance with its Existing Option) and arbitration provisions Sellers shall (i) cause the Excluded ROFR Asset to be released from the Assumed Loan at the Closing of Section 15. If the election transfer to proceed with a such Excluded ROFR shall not be Approved by MDLP Asset to Optionee and the MC Partners (ii) pay all costs in the exercise of their sole and absolute discretion) prior connection therewith, including all amounts payable to the expiration of the Initial ROFR Election Period and neither MDLP nor the MC Partners shall have delivered a ROFR Electing Party Notice (as hereinafter defined) prior to the expiration of the Initial ROFR Election Period, then neither MDLP nor the MC Partners shall be permitted to proceed with the exercise holder of such ROFR. In accordance with the terms of the applicable ROFR Agreement, if MDLP shall determine to waive the applicable ROFR and neither MDLP nor the MC Partners shall have delivered a ROFR Participation Notice within the thirty (30) day period set forth in Section 6.1.2.2.1(a) below, then the JV GP, on behalf of MDLP, shall deliver a written notice to the NJSEA of MDLP’s determination to waive the applicable ROFRAssumed Loan.

Rights of First Refusal. Section 10.2 For so long as Tenant has at least twenty four (24) months remaining in the term of this Lease, and provided Tenant is not in default under this Lease after the expiration of all applicable grace periods, at such time as Landlord receives a bona-fide offer from a third party to lease all or a portion or portions of certain spaces located on the first floor of the Redevelopment Agreement provides that the Developer has a right Building and containing approximately 3,031 rentable square feet of first refusal space (each such right of first refusal set forth in the Redevelopment Agreement, the Hotel ROFR Agreement or the Arena ROFR being referred to in this Agreement as the “Right of First Refusal” or “ROFR”) respecting the acquisition, use, reuse and/or renovation of the Arena (as defined in the Redevelopment Agreement) (the “Arena ROFRSpace A”) and the development 2,953 rentable square feet of one or more hotels adjacent to the Meadowlands Racetrack space (the “Hotel ROFRSpace B”). To , such spaces being more particularly set forth identified on Exhibit “D-1” attached hereto and made a part hereof, Landlord shall notify Tenant in writing of the terms and provisions conditions of such third-party offer. Tenant shall have five (5) business days following delivery to Tenant of Landlord’s notice in which to agree to lease said space or spaces under the Arena ROFR same terms and conditions of such third-party offer. In the event Tenant does not choose to lease such space or spaces, or fails to notify Landlord of its desire to lease such space or spaces, within such five (5)-business day notification period, Landlord will have the right to lease such space or spaces, or any portion thereof, to any other party on terms not less favorable to Landlord, and the Hotel ROFRrights of Tenant hereunder with respect to such lease of such space or spaces shall terminate. Tenant’s right to lease such space or spaces shall be a continuing right and shall apply to subsequent leasing of such space or spaces. Notwithstanding any provisions herein to the contrary, MDLP and the NJSEA entered into the ROFR Agreements. The Hotel ROFR Agreement contemplates that the NJSEA may enter into agreements Tenant’s rights hereunder with third parties wherein such third parties may develop one or more hotels at the Meadowlands Racetrack (subject respect to satisfaction of certain conditions) and that MDLP shall have a separate right of first refusal for each hotel the NJSEA desires to develop at the Meadowlands Racetrack. As a result thereof, each such right of first refusal shall constitute a separate ROFR hereunder and Space B only shall be subject and subordinate to all currently existing rights of New York Life, another tenant in the provisions Building, with respect to such Space B. Notwithstanding the foregoing, any termination of this Section 6.1.2. The determination Lease, or any assignment of whether this Lease or not MDLP shall exercise a Right subletting of First Refusal must be Approved by MDLP and the MC Partners more than fifteen percent (in the exercise of their sole and absolute discretion15%) no later than the twentieth (20th) day after the receipt of an Offer Notice (such twentieth (20th) day being referred to herein as the “Initial ROFR Election Date” and the twenty (20) day period between MDLP’s receipt of an Offer Notice and the Initial ROFR Election Date being referred to herein as the “Initial ROFR Election Period”). If the election to exercise a Right of First Refusal shall not be Approved by MDLP and the MC Partners (in the exercise of their sole and absolute discretion) within the applicable Initial ROFR Election Period, such failure shall be deemed to mean that MDLP and the MC Partners do not approve of such election. The determination of whether or not to proceed with such election shall not be subject to the mediation and arbitration provisions of Section 15. If the election to proceed with a ROFR shall not be Approved by MDLP and the MC Partners (in the exercise of their sole and absolute discretion) prior to the expiration of the Initial ROFR Election Period and neither MDLP nor Premises in effect at the MC Partners shall have delivered a ROFR Electing Party Notice (as hereinafter defined) prior time of notice to the expiration Landlord of the Initial ROFR Election Period, then neither MDLP nor the MC Partners shall be permitted to proceed with the exercise of such ROFR. In accordance with the terms of the applicable ROFR Agreement, if MDLP shall determine to waive the applicable ROFR and neither MDLP nor the MC Partners shall have delivered a ROFR Participation Notice within the thirty (30) day period set forth in Section 6.1.2.2.1(a) below, then the JV GP, on behalf of MDLPrenewal option, shall deliver a written notice to terminate the NJSEA option of MDLP’s determination to waive the applicable ROFRTenant contained in this Paragraph.

Rights of First Refusal. Section 10.2 Each Purchasing Party will have the option, but not the obligation, to purchase up to that portion of the Redevelopment Agreement provides Founders Offered Securities, on the same terms as are specified in the Founders Transfer Notice, including any deferred payment terms, PROVIDED, that the Developer has a Purchasers will have the right of first refusal (each such right of first refusal set forth to substitute cash in the Redevelopment Agreementamount of the fair market value of any non-cash consideration proposed to be received from the proposed transferees, as shall equal the Hotel ROFR Agreement product obtained by multiplying (A) the quotient obtained by dividing (I) the number of shares of Common Stock held by such Purchasing Party (for this purpose, including all shares of Common Stock that were issued to or that are issuable upon conversion of shares of stock held by such Purchasing Party) by (II) the Arena ROFR being referred aggregate number of shares of Common Stock held by all Purchasing Parties electing to in purchase (for this Agreement purpose, including all shares of Common Stock issued to or that are issuable upon conversion of shares of Preferred Stock and exercise of Derivative Securities held by such Purchasing Parties) by (B) the number of Founders Offered Securities. Within 30 days after the effective date of the Founders Transfer Notice, each of the Purchasing Parties will give written notice to the Transferring Founder stating whether it elects to exercise such option, and if so, as to how many of the Founders Offered Securities it elects to exercise such option. Failure by any Purchasing Party to give such notice within such time period will be deemed an election by it not to exercise its option. The closing of the purchase and sale of the Founders Offered Securities to the Purchasing Parties will take place as soon as is reasonably practicable at such date, time, and place as the “Right of First Refusal” or “ROFR”) respecting the acquisition, use, reuse and/or renovation of the Arena (as defined in the Redevelopment Agreement) (the “Arena ROFR”) and the development of one or more hotels adjacent Purchasing Parties may reasonably determine. As to the Meadowlands Racetrack (the “Hotel ROFR”). To more particularly set forth the terms and provisions of the Arena ROFR and the Hotel ROFR, MDLP and the NJSEA entered into the ROFR Agreements. The Hotel ROFR Agreement contemplates any Founders Offered Securities that the NJSEA may enter into agreements with third parties wherein such third parties may develop one or more hotels at the Meadowlands Racetrack (subject Purchasing Parties do not elect to satisfaction of certain conditions) and that MDLP shall have a separate right of first refusal for each hotel the NJSEA desires to develop at the Meadowlands Racetrack. As a result thereofpurchase hereunder, each such right of first refusal shall constitute a separate ROFR hereunder and shall be subject to the provisions of this Section 6.1.2. The determination 4(b)(ii) hereof, the Transferring Founder will thereafter be free for a period of whether or not MDLP shall exercise a Right of First Refusal must be Approved by MDLP and the MC Partners (in the exercise of their sole and absolute discretion) no later than the twentieth (20th) day 90 days after the receipt of an Offer Notice (such twentieth (20th) day being referred to herein as the “Initial ROFR Election Date” and the twenty (20) day period between MDLP’s receipt of an Offer Notice and the Initial ROFR Election Date being referred to herein as the “Initial ROFR Election Period”). If the election to exercise a Right of First Refusal shall not be Approved by MDLP and the MC Partners (in the exercise of their sole and absolute discretion) within the applicable Initial ROFR Election Period, such failure shall be deemed to mean that MDLP and the MC Partners do not approve of such election. The determination of whether or not to proceed with such election shall not be subject to the mediation and arbitration provisions of Section 15. If the election to proceed with a ROFR shall not be Approved by MDLP and the MC Partners (in the exercise of their sole and absolute discretion) prior to the expiration of the Initial ROFR Election Period and neither MDLP nor 30-day period referred to above to consummate the MC Partners shall have delivered a ROFR Electing Party Transfer described in the Founders Transfer Notice (as hereinafter defined) prior to the expiration transferee(s) specified therein, at the price and on the other terms set forth therein; PROVIDED, that such transferee(s) first execute(s) and deliver(s) to the Company a written agreement to be bound by all of the Initial ROFR Election Period, then neither MDLP nor provisions of this Section 4) and naming the MC Partners shall be permitted to proceed with the exercise Purchasing Parties as intended third-party beneficiaries of such ROFRagreement. In accordance with However, if such Transfer is not consummated within such 90-day period, the terms Transferring Founder will not Transfer any of the applicable ROFR Agreement, if MDLP shall determine to waive Founders Offered Securities as have not been purchased within such period without again complying with all of the applicable ROFR and neither MDLP nor the MC Partners shall have delivered a ROFR Participation Notice within the thirty (30) day period set forth in provisions of this Section 6.1.2.2.1(a) below, then the JV GP, on behalf of MDLP, shall deliver a written notice to the NJSEA of MDLP’s determination to waive the applicable ROFR4.

Rights of First Refusal. Section 10.2 (a) The Bodo Facility, the Cactus Lake Facility and the North Sask Facility and the Intangible Rights and Interests associated with them respectively (collectively the "ROFR Assets") are subject to separate Rights of First Refusal. A portion of the Redevelopment Agreement provides that Base Purchase Price is hereby allocated among the Developer has a right of first refusal (each such right of first refusal ROFR Assets as set forth in Schedule 11 and each of the Redevelopment three amounts so allocated is herein called a "ROFR Value." Vendor shall on or before the third (3rd) Business Day immediately following the date of this Agreement, serve all of the Hotel notices (herein the "ROFR Notices") required pursuant to Section 6.2 of the "Bodo Facility Joint Venture Agreement" dated August 1, 1988, clause 1104 of the "Joint Venture Agreement - <PAGE> -51- Cactus Lake Pipeline" dated October 8, 1981 and Section 6.2 of the "North Sask Pipeline System Joint Venture Agreement" dated August 1, 1996, respectively, and shall otherwise comply with the provisions thereof. Vendor shall provide Purchaser with copies of all correspondence sent or received by Vendor in connection with such efforts contemporaneously with the Arena receipt or sending thereof. The ROFR being referred Value allocated to in this Agreement each of the ROFR Assets shall be used as the “cash purchase price for the purposes of each of the ROFR Notices respectively. The ROFR Notices shall comply with the said agreements, shall use the ROFR Values and shall otherwise be in form and substance satisfactory to Vendor. (b) If a Right of First Refusal” or “ROFR”) respecting Refusal is exercised prior to Closing, the acquisition, use, reuse and/or renovation ROFR Assets that are subject thereto shall thereupon cease to be part of the Arena (as defined in Assets. The Purchase Price shall be reduced by the Redevelopment Agreement) (the “Arena ROFR”ROFR Value allocated to those ROFR Assets pursuant to subclause 4.3(a) and the development ROFR Value shall be deducted from the appropriate UCC class in Schedule 11. No adjustments shall be made pursuant to subclause 2.2(c) or clause 2.3 nor shall any payments or elections be required pursuant to clause 2.4 in respect of one any ROFR Assets ceasing to be part of the Assets as aforesaid. (c) If any of the Rights of First Refusal have not been waived or more hotels adjacent lapsed prior to the Meadowlands Racetrack Closing Date, Vendor shall with respect to those ROFR Assets for which the applicable Rights of First Refusal have not been waived or have not lapsed (the “Hotel ROFR”"Constrained Assets"), deliver to Osler, Xxxxxx & Harcourt <PAGE> -52- LLP or such other person as Vendor and Purchaser may agree (the "Escrow Agent") all documents contemplated by subclauses 3.6(a), (d) and (i) relating to the Constrained Assets. To more particularly set forth Purchaser shall deliver to the Escrow Agent the portion of the Purchase Price applicable to the Constrained Assets, to be held in trust in accordance with the terms and provisions of the Arena ROFR and the Hotel ROFR, MDLP and the NJSEA entered into the ROFR AgreementsEscrow Agreement. The Hotel ROFR Agreement contemplates that the NJSEA may enter into agreements with Should a third parties wherein such third parties may develop one or more hotels at the Meadowlands Racetrack (subject to satisfaction of certain conditions) and that MDLP shall have a separate right of first refusal for each hotel the NJSEA desires to develop at the Meadowlands Racetrack. As a result thereof, each such right of first refusal shall constitute a separate ROFR hereunder and shall be subject to the provisions of this Section 6.1.2. The determination of whether or not MDLP shall party exercise a Right of First Refusal must in respect of any portion of the Constrained Assets, the said portion of the Constrained Assets shall not be Approved by MDLP sold to Purchaser but shall be deleted from and cease to be subject to this Agreement. Purchaser shall nevertheless purchase the MC Partners (in balance of the exercise of their sole and absolute discretion) no later than Constrained Assets when the twentieth (20th) day after the receipt of an Offer Notice (such twentieth (20th) day being referred to herein as the “Initial ROFR Election Date” and the twenty (20) day period between MDLP’s receipt of an Offer Notice and the Initial ROFR Election Date being referred to herein as the “Initial ROFR Election Period”). If the election to exercise a Right Rights of First Refusal in respect thereof have expired or been waived. 4.4 INSURANCE Until Closing Vendor shall not be Approved by MDLP maintain insurance coverage on all insurable Assets and in respect of the MC Partners Business, in accordance with Schedule 20, and its practices (including, without limitation, self-insurance and deductibles), in the exercise of their sole and absolute discretion) within the applicable Initial ROFR Election Period, such failure shall be deemed to mean that MDLP and the MC Partners do not approve of such election. The determination of whether or not to proceed with such election shall not be subject to the mediation and arbitration provisions of Section 15. If the election to proceed with a ROFR shall not be Approved by MDLP and the MC Partners (in the exercise of their sole and absolute discretion) effect immediately prior to the expiration of the Initial ROFR Election Period and neither MDLP nor the MC Partners shall have delivered a ROFR Electing Party Notice (as hereinafter defined) Effective Time. 4.5 DAMAGE TO ASSETS If, prior to the expiration Closing Date, any of the Initial ROFR Election Period, then neither MDLP nor the MC Partners Assets shall be permitted damaged or destroyed by fire or other casualty or shall be taken by way of expropriation or under the right of eminent domain or proceedings for such purposes shall be pending or threatened and the <PAGE> -53- aggregate loss of, or damage to, such Assets does not exceed U.S. One Million Dollars (US $1,000,000.00), Purchaser shall purchase such Assets notwithstanding any such damage, destruction or taking (actual, pending or threatened), without reduction of the Purchase Price therefor, and Vendor shall at the Closing pay to proceed with Purchaser any and all amounts paid to Vendor by third parties by reason of the exercise damage, destruction or taking of such ROFR. In accordance with the terms Assets and shall assign, transfer and set over unto Purchaser all of the applicable ROFR Agreementright, if MDLP title, estate and interest of Vendor in and to any unpaid awards or other payments from third parties arising out of the damage, destruction, taking or pending or threatened taking to or of such Assets. Vendor shall determine not voluntarily compromise, settle or adjust any material amounts payable by reason of any damage, destruction, taking or pending or threatened taking of or to waive such Assets without first obtaining the applicable ROFR and neither MDLP nor the MC Partners written consent of Purchaser. Vendor shall have delivered a ROFR Participation Notice within the thirty (30) day period set forth in Section 6.1.2.2.1(a) below, then the JV GP, on behalf of MDLP, shall deliver a provide written notice to Purchaser of any such occurrence contemplated by this clause 4.5, and of any situation or occurrence contemplated by subclause 3.6(h), immediately upon the NJSEA Knowledge of MDLP’s determination to waive the applicable ROFR.Vendor of such occurrence or situation. ARTICLE 5

Rights of First Refusal. Section 10.2 Provided that (i) no Event of the Redevelopment Agreement provides that the Developer Default exists under this Lease, (ii) this Lease is in full force and effect, (iii) Tenant has not assigned this Lease (excluding transfers not requiring Landlord's consent hereunder), and (iv) Tenant has not previously exercised its expansion option referred to in Article 32 above, then, and only then, Tenant shall have a right of first refusal to lease the entire third floor of the Building, or such applicable portion thereof (each hereinafter the "First Refusal Space"), pursuant to the terms and conditions set forth below. If, subject to the terms of the immediately preceding sentence, at any time prior to November 1, 2002, Landlord receives an offer to lease any portion of the third floor of the Building (and such offer is acceptable to Landlord), then Landlord shall give Tenant written notice of the terms and conditions on which such third party is willing to lease the First Refusal Space ("Offer") and Tenant shall have a right of first refusal to lease the First Refusal Space on the same terms and conditions set forth in the Offer (it being understood and agreed there shall be no abatement of monthly Basic Rental applicable to such First Refusal Space and no obligation of the Landlord to provide any tenant improvement allowance with respect to such First Refusal Space unless the same is set forth in the Offer). Tenant may exercise its right of first refusal hereunder by giving Landlord written notice of such exercise within five (5) business days after the date of Tenant's receipt of the Offer. To be valid, Tenant's exercise of such right of first refusal must be unqualified and unconditional, and once timely exercised, may not be rescinded by Tenant. Tenant's failure to give written notice of its exercise of the right of first refusal within said five (5) business day period referred to above shall be deemed Tenant's waiver of its right of first refusal to lease the First Refusal Space as provided herein. If Tenant gives timely written notice of its exercise of the right of first refusal, then Landlord shall prepare an amendment to this Lease that incorporates the First Refusal Space into the Premises or a new lease covering the First Refusal Space on the applicable terms and conditions set forth in the Redevelopment Agreement, the Hotel ROFR Agreement or the Arena ROFR being referred to in this Agreement as the “Right of First Refusal” or “ROFR”) respecting the acquisition, use, reuse and/or renovation of the Arena (as defined in the Redevelopment Agreement) (the “Arena ROFR”) third party Offer and the development of one or more hotels adjacent to the Meadowlands Racetrack (the “Hotel ROFR”). To more particularly set forth otherwise on the terms and provisions of conditions set forth in this Lease (except that Landlord shall not be obligated to furnish any tenant improvement allowance or construct or install any tenant improvements with respect to the Arena ROFR First Refusal Space unless set forth in the third party Offer). Landlord and Tenant agree to execute an amendment to this Lease that incorporates the Hotel ROFR, MDLP and the NJSEA entered First Refusal Space into the ROFR AgreementsPremises or a new lease covering the First Refusal Space as contemplated herein within ten (10) days after Landlord delivers the same to the Tenant. The Hotel ROFR Agreement contemplates that the NJSEA may enter into agreements with third parties wherein such third parties may develop one or more hotels at the Meadowlands Racetrack (subject If Tenant fails to satisfaction of certain conditions) and that MDLP shall have a separate timely exercise its right of first refusal for each hotel in accordance with the NJSEA desires terms set forth above, then Tenant's right of first refusal with respect to develop at the Meadowlands RacetrackFirst Refusal Space shall be deemed terminated and Landlord shall have the unfettered right, notwithstanding the provisions of Article 32 above, to lease the First Refusal Space to any third party on terms and conditions not substantially more favorable to the proposed tenant than those set forth in the third party Offer. As For purposes of this Article 33, the term "substantially more favorable" shall mean a result thereofrental rate of less than 95% of the rental rate offered to Tenant pursuant to the third party Offer. If Landlord leases the First Refusal Space to a third party in accordance with the terms set forth above, each such third party shall be deemed to lease such First Refusal Space free and clear of any rights of Tenant to such First Refusal Space and also free and clear of any right Tenant may have to expand into such First Refusal Space pursuant to the terms of Article 32 above. If, however, Landlord has not leased the First Refusal Space to a third party as provided above within ninety (90) days following the date Tenant waives its right of first refusal or the date such right of first refusal shall constitute a separate ROFR hereunder and shall be subject to the provisions of this Section 6.1.2. The determination of whether or not MDLP shall exercise a Right of First Refusal must be Approved by MDLP and the MC Partners (in the exercise of their sole and absolute discretion) no later than the twentieth (20th) day after the receipt of an Offer Notice (lapses without Tenant having timely exercised such twentieth (20th) day being referred to herein as the “Initial ROFR Election Date” and the twenty (20) day period between MDLP’s receipt of an Offer Notice and the Initial ROFR Election Date being referred to herein as the “Initial ROFR Election Period”). If the election to exercise a Right of First Refusal shall not be Approved by MDLP and the MC Partners (in the exercise of their sole and absolute discretion) within the applicable Initial ROFR Election Period, such failure shall be deemed to mean that MDLP and the MC Partners do not approve of such election. The determination of whether or not to proceed with such election shall not be subject to the mediation and arbitration provisions of Section 15. If the election to proceed with a ROFR shall not be Approved by MDLP and the MC Partners (in the exercise of their sole and absolute discretion) prior to the expiration of the Initial ROFR Election Period and neither MDLP nor the MC Partners shall have delivered a ROFR Electing Party Notice (as hereinafter defined) prior to the expiration of the Initial ROFR Election Periodright, then neither MDLP nor the MC Partners Tenant's right of first refusal shall be permitted to proceed with the exercise of such ROFR. In accordance with the terms of the applicable ROFR Agreement, if MDLP shall determine to waive the applicable ROFR and neither MDLP nor the MC Partners shall have delivered a ROFR Participation Notice within the thirty (30) day period set forth in Section 6.1.2.2.1(a) below, then the JV GP, on behalf of MDLP, shall deliver a written notice to the NJSEA of MDLP’s determination to waive the applicable ROFRrevive automatically.

Rights of First Refusal. Section 10.2 (a) For Floors 9 and 10, RiverCenter I Office Building: --------------------------------------------------- Provided that Tenant is not in default under this Lease Agreement and in the event that Landlord at anytime, and from time to time, during the term of this Lease Agreement receives an offer(s) to rent all or portions of Floors 9 and/or 10 in the Redevelopment Agreement provides that the Developer has RiverCenter Tower I office building, Landlord hereby grants to Tenant a one-time right of first refusal to lease such space or portions thereof. This right will be explicitly subject to pre-existing rights, if any, of any other tenant in the complex, as they may apply to those spaces. Landlord shall notify Tenant when it receives a bona fide offer(s), acceptable to Landlord, to lease any part of or all of such expansion space. Tenant shall have ten (each 10) business days from receipt or delivery of written notice from Landlord to exercise its right of first refusal by entering into a written addendum(s) to this Lease Agreement for the expansion space. The first year annual rental rate per square foot for such additional space shall be calculated as the average rent per square foot (annualized) for all leases within building I of the Towers of RiverCenter as they exist in the month that Tenant notifies Landlord of its intent to exercise this right. The annual rental rate per square foot shall escalate 3% per annum. If such right of first refusal set forth in is exercised during the Redevelopment Agreementfirst five years of the Lease term, the Hotel ROFR Agreement or the Arena ROFR being referred to in this Agreement as the “Right of First Refusal” or “ROFR”) respecting the acquisition, use, reuse and/or renovation of the Arena (as defined in the Redevelopment Agreement) (the “Arena ROFR”) and the development of one or more hotels adjacent to the Meadowlands Racetrack (the “Hotel ROFR”). To more particularly set forth the terms and provisions of the Arena ROFR and the Hotel ROFR, MDLP and the NJSEA entered into the ROFR Agreements. The Hotel ROFR Agreement contemplates that the NJSEA may enter into agreements with third parties wherein such third parties may develop one or more hotels at the Meadowlands Racetrack (subject to satisfaction of certain conditions) and that MDLP expansion space shall have a separate right term coterminous with the then remaining term of first refusal for each hotel the NJSEA desires to develop at the Meadowlands Racetrackprimary lease term. As a result thereof, each If such right of first refusal shall constitute a separate ROFR hereunder and shall be subject to is exercised during the provisions of this Section 6.1.2. The determination of whether or not MDLP shall exercise a Right of First Refusal must be Approved by MDLP and the MC Partners (in the exercise of their sole and absolute discretion) no later than the twentieth (20th) day after the receipt of an Offer Notice (such twentieth (20th) day being referred to herein as the “Initial ROFR Election Date” and the twenty (20) day period between MDLP’s receipt of an Offer Notice and the Initial ROFR Election Date being referred to herein as the “Initial ROFR Election Period”). If the election to exercise a Right of First Refusal shall not be Approved by MDLP and the MC Partners (in the exercise of their sole and absolute discretion) within the applicable Initial ROFR Election Period, such failure shall be deemed to mean that MDLP and the MC Partners do not approve of such election. The determination of whether or not to proceed with such election shall not be subject to the mediation and arbitration provisions of Section 15. If the election to proceed with a ROFR shall not be Approved by MDLP and the MC Partners (in the exercise of their sole and absolute discretion) prior to the expiration second five years of the Initial ROFR Election Period and neither MDLP nor primary lease term or any extensions thereof, the MC Partners expansion space term shall have delivered a ROFR Electing Party Notice (as hereinafter defined) prior to the expiration of the Initial ROFR Election Period, then neither MDLP nor the MC Partners shall be permitted to proceed term coterminous with the primary lease term, but in no event less than 5 years. In the event that at the time of exercise of such ROFR. In accordance with right(s) of first refusal Tenant has less than 5 years remaining on the terms base lease term, then in order to exercise this right Tenant shall extend the lease term for the entire leased premises for a minimum of five (5) years from the date of occupancy of the applicable ROFR Agreement, if MDLP latest occupied expansion space. No financial incentives previously granted to Gibsxx xx the Lease Agreement shall determine to waive the applicable ROFR and neither MDLP nor the MC Partners shall have delivered a ROFR Participation Notice within the thirty (30) day period set forth in Section 6.1.2.2.1(a) below, then the JV GP, on behalf of MDLP, shall deliver a written notice apply to the NJSEA right of MDLP’s determination first refusal space, except that Tenant shall be entitled to waive a $5.00 per occupiable square foot allowance towards retrofitting the applicable ROFRspace.

Rights of First Refusal. Section 10.2 The Buyer acknowledges that all or certain portions of certain of the Redevelopment Agreement provides that Properties are subject to the Developer has a right rights of first refusal or first offer set forth on Schedule 8.9-1 (the “Existing Options”). The Sellers shall provide the Buyer a draft of each notice to be provided to a third-party pursuant to an Existing Option within ten (10) Business Days following the Due Diligence Expiration Time, which shall be in form and substance reasonably satisfactory to the Buyer (an “Approved Option Notice”) and which shall, in any event, offer to sell all or the applicable portion of the Property at the price as set forth on Schedule 8.9-2. Promptly following the approval by the Buyer of the Approved Option Notice, the applicable Seller shall deliver the Approved Option Notice required pursuant to the Existing Options and shall provide a copy thereof to the Buyer. Should any party to the Existing Options (an “Optionee”) thereunder exercise its right to purchase the applicable portion of the Property (an “Excluded ROFR Asset”), (a) the applicable Seller shall notify the Buyer of the same, (b) this Agreement will terminate but only with respect to such right Excluded ROFR Asset and such Excluded ROFR Asset shall not be deemed a “Property” for any purpose under this Agreement (other than for the purposes of first refusal this Section 8.9 and with respect to any terms and condition that expressly survive termination of this Agreement), (c) the Purchase Price shall be reduced by the amount set forth on Schedule 8.9-2 applicable to such Excluded ROFR Asset and (d) neither such Seller nor the Buyer shall have any liability hereunder with regard to the Excluded ROFR Asset, except for the obligations hereunder which expressly survive termination of this Agreement. In the event that any Optionee elects to purchase an Excluded ROFR Asset that is part of an Assumed Loan Property pursuant to an Existing Option and the consummation of the transfer of such Assumed Loan Property to the Optionee does not occur at or prior to the Closing, the Sellers shall pay the required release amount as set forth in the Redevelopment Agreement, the Hotel ROFR Agreement or the Arena ROFR being referred to in this Agreement as the “Right Assumed Loan Documents and shall obtain a release of First Refusal” or “ROFR”) respecting the acquisition, use, reuse and/or renovation such portion of the Arena (as defined in Assumed Loan Property from the Redevelopment Agreement) Assumed Loan Lender Parties at the Closing. The Buyer acknowledges that there exist certain rights of first refusal, first offer or other purchase options granted to the DDR-Related Entities (the “Arena ROFR”) and the development of one or more hotels adjacent to the Meadowlands Racetrack (the “Hotel ROFRDDR Options”). To more particularly set forth , that will be terminated in connection with the terms DDR Side Letter and provisions of the Arena ROFR and the Hotel ROFR, MDLP and the NJSEA entered into the ROFR Agreements. The Hotel ROFR Agreement contemplates that the NJSEA may enter into agreements with third parties wherein such third parties may develop one or more hotels at the Meadowlands Racetrack (no Property which is subject to satisfaction of certain conditions) and that MDLP shall have a separate right of first refusal for each hotel the NJSEA desires to develop at the Meadowlands Racetrack. As such DDR Options may be an Excluded ROFR Asset as a result thereof, each such right of first refusal shall constitute a separate ROFR hereunder and shall be subject to the provisions of this Section 6.1.2. The determination of whether or not MDLP shall exercise a Right of First Refusal must be Approved by MDLP and the MC Partners (in the exercise of their sole and absolute discretion) no later than the twentieth (20th) day after the receipt of an Offer Notice (such twentieth (20th) day being referred to herein as the “Initial ROFR Election Date” and the twenty (20) day period between MDLP’s receipt of an Offer Notice and the Initial ROFR Election Date being referred to herein as the “Initial ROFR Election Period”). If the election to exercise a Right of First Refusal shall not be Approved by MDLP and the MC Partners (in the exercise of their sole and absolute discretion) within the applicable Initial ROFR Election Period, such failure shall be deemed to mean that MDLP and the MC Partners do not approve of such election. The determination of whether or not to proceed with such election shall not be subject to the mediation and arbitration provisions of Section 15. If the election to proceed with a ROFR shall not be Approved by MDLP and the MC Partners (in the exercise of their sole and absolute discretion) prior to the expiration of the Initial ROFR Election Period and neither MDLP nor the MC Partners shall have delivered a ROFR Electing Party Notice (as hereinafter defined) prior to the expiration of the Initial ROFR Election Period, then neither MDLP nor the MC Partners shall be permitted to proceed with the exercise of such ROFR. In accordance with the terms of the applicable ROFR Agreement, if MDLP shall determine to waive the applicable ROFR and neither MDLP nor the MC Partners shall have delivered a ROFR Participation Notice within the thirty (30) day period set forth in Section 6.1.2.2.1(a) below, then the JV GP, on behalf of MDLP, shall deliver a written notice to the NJSEA of MDLP’s determination to waive the applicable ROFRDDR Options.

Rights of First Refusal. Section 10.2 If any Investor (other than Cypress and its Affiliates) desires to accept an offer (which must be in writing and for cash, be irrevocable by its terms for at least 90 days and be a bona fide offer as determined in good faith by the Company's Board of Directors or the Executive Committee thereof) from any prospective purchaser to purchase all or any part of the Redevelopment Agreement provides that Registrable Securities at any time owned by such Investor, such Investor (a "ROFR Selling Investor") shall give notice in writing to the Developer has a Company and the other Investors (i) designating the number of Registrable Securities proposed to be sold, (ii) naming the prospective purchaser of such Registrable Securities and (iii) specifying the price (the "ROFR Offer Price") at and terms (the "ROFR Offer Terms") upon which such ROFR Selling Investor desires to sell the same (including the terms of each agreement with respect to the sale between such ROFR Selling Investor and such prospective purchaser). During the 30-day period following receipt of such notice by the Company and the other Investors (the "First Refusal Period"), the Company shall have the right to purchase from such ROFR Selling Investor all (but not less than all) of first refusal (each the Registrable Securities specified in such notice, at the ROFR Offer Price and on the ROFR Offer Terms. The Company hereby undertakes to use reasonable efforts to act as promptly as practicable following such notice to determine whether it shall elect to exercise such right and to provide notice of first refusal set forth in the Redevelopment Agreement, the Hotel ROFR Agreement or the Arena ROFR being referred such determination to in this Agreement as the “Right of First Refusal” or “ROFR”) respecting the acquisition, use, reuse and/or renovation of the Arena (as defined in the Redevelopment Agreement) (the “Arena ROFR”) and the development of one or more hotels adjacent to the Meadowlands Racetrack (the “Hotel ROFR”). To more particularly set forth the terms and provisions of the Arena ROFR and the Hotel ROFR, MDLP and the NJSEA entered into the ROFR Agreements. The Hotel ROFR Agreement contemplates that the NJSEA may enter into agreements with third parties wherein such third parties may develop one or more hotels at the Meadowlands Racetrack (subject to satisfaction of certain conditions) and that MDLP shall have a separate right of first refusal for each hotel the NJSEA desires to develop at the Meadowlands Racetrack. As a result thereof, each such right of first refusal shall constitute a separate ROFR hereunder and shall be subject to the provisions of this Section 6.1.2. The determination of whether or not MDLP shall exercise a Right of First Refusal must be Approved by MDLP and the MC Partners (in the exercise of their sole and absolute discretion) no later than the twentieth (20th) day after the receipt of an Offer Notice (such twentieth (20th) day being referred to herein as the “Initial ROFR Election Date” and the twenty (20) day period between MDLP’s receipt of an Offer Notice and the Initial ROFR Election Date being referred to herein as the “Initial ROFR Election Period”)Investor promptly thereafter. If the election Company fails to exercise a Right of such rights within the First Refusal Period, the other Investors shall have the right to purchase all (but not less than all) of the Registrable Securities specified in such notice, at the ROFR Offer Price and on the ROFR Offer Terms and on a pro rata basis (based on the number of Registrable Securities owned by such other Investors as may elect to participate in such purchase (such other Investors, the "ROFR Buying Investors")), at any time during the period beginning at the earlier of (x) the end of the First Refusal Period and (y) the date of receipt by such other Investors of written notice that the Company has elected not to exercise its rights and ending 30 days thereafter (the "Second Refusal Period"). The rights provided hereunder shall be exercised by written notice to a ROFR Selling Investor given at any time during the applicable period. If such right is exercised, the Company or the ROFR Buying Investor(s), as the case may be, shall deliver to such ROFR Selling Investor a certified or bank check(s) for the ROFR Offer Price, payable to the order of such ROFR Selling Investor, against delivery of certificates or other instruments representing the Registrable Securities so purchased, appropriately endorsed by such ROFR Selling Investor. If such right shall not be Approved by MDLP and the MC Partners (in the exercise of their sole and absolute discretion) within the applicable Initial ROFR Election Period, such failure shall be deemed to mean that MDLP and the MC Partners do not approve of such election. The determination of whether or not to proceed with such election shall not be subject to the mediation and arbitration provisions of Section 15. If the election to proceed with a ROFR shall not be Approved by MDLP and the MC Partners (in the exercise of their sole and absolute discretion) have been exercised prior to the expiration of the Initial ROFR Election Period and neither MDLP nor Second Refusal Period, then at any time during the MC Partners shall have delivered a ROFR Electing Party Notice (as hereinafter defined) prior to 90 days following the expiration of the Initial ROFR Election Second Refusal Period, then neither MDLP nor such ROFR Selling Investor may sell such Registrable Securities to (but only to) the MC Partners shall be permitted to proceed with the exercise of intended purchaser named in such ROFR. In accordance with the terms of the applicable ROFR Agreement, if MDLP shall determine to waive the applicable ROFR and neither MDLP nor the MC Partners shall have delivered a ROFR Participation Notice within the thirty (30) day period set forth in Section 6.1.2.2.1(a) below, then the JV GP, on behalf of MDLP, shall deliver a written Selling Investor's notice to the NJSEA Company and the other Investors at the ROFR Offer Price and on substantially the ROFR Offer Terms specified in such notice, free of MDLP’s determination all restrictions or obligations imposed by, and free of any rights or benefits set forth in, Sections 4.2 and 4.3 of this Agreement, provided that such intended purchaser shall have agreed in writing, pursuant to waive an instrument of assumption satisfactory in substance and form to the applicable ROFRCompany, to make and be bound by customary securities law representations and warranties with respect to such purchaser's acquisition of such Registrable Securities.

Rights of First Refusal. Section 10.2 Affiliates of Sellers own and operate two additional self storage facilities commonly referred to as the “Moraga Rent-A-Space” facility and the “Lahaina Rent-A-Space” facility (hereinafter collectively the “ROR Facilities”). Sellers agree that concurrently with the Closing, Sellers’ shall cause the owners of the Redevelopment Agreement provides that ROR Facilities to grant Purchaser, for a period of two (2) years from the Developer has first Closing, a right of first refusal to purchase each of the ROR Facilities by a Grant of Right of First Refusal, which shall be in a form of Exhibit “K” and executed and recorded at Closing. The Grant of Right of First Refusal shall provide, among other things, that if the owner of an ROR Facility (each such the “ROR Owner”) receives a bona fide third party offer to purchase the ROR Facility (the “ROR Offer”) that the ROR Owner is prepared to accept, then Purchaser shall have a period of time not to exceed ten (10) business days in which to agree, in writing, to the terms and conditions of the ROR Offer. Purchaser’s failure to exercise its right of first refusal set forth within such ten (10) business day period shall constitute Purchaser’s election not to acquire the applicable ROR Facility in accordance with the Redevelopment Agreementterms of such ROR Offer and, thereafter, the Hotel ROFR Agreement or the Arena ROFR being referred to in this Agreement as the “Right of First Refusal” or “ROFR”) respecting the acquisition, use, reuse and/or renovation of the Arena (as defined in the Redevelopment Agreement) (the “Arena ROFR”) and the development of one or more hotels adjacent to the Meadowlands Racetrack (the “Hotel ROFR”). To more particularly set forth the terms and provisions of the Arena ROFR and the Hotel ROFR, MDLP and the NJSEA entered into the ROFR Agreements. The Hotel ROFR Agreement contemplates that the NJSEA may enter into agreements with third parties wherein such third parties may develop one or more hotels at the Meadowlands Racetrack (subject to satisfaction of certain conditions) and that MDLP shall have a separate right of first refusal for each hotel the NJSEA desires to develop at the Meadowlands Racetrack. As a result thereof, each such right of first refusal shall constitute a separate ROFR hereunder terminate with respect to such ROR Offer and the ROR Owner shall be subject entitled to sell the ROR Offer in accordance with the provisions of this Section 6.1.2such ROR Offer free and clear of any such right of first refusal. Purchaser agrees to promptly execute any and all commercially reasonable instruments and/or documents to confirm the expiration or earlier termination of the right of first refusal. Notwithstanding anything to the contrary contained herein, the parties agree that the right of first refusal shall not apply to the transfer of any interest in any ROR Facility by an affiliate of Sellers or the immediate family of H. Jxxxx Xxxxxx to any lineal descendant of H. Jxxxx Xxxxxx; provided that the right of first refusal shall survive such transfer. The determination right of whether or first refusal granted to Purchaser shall be personal to Purchaser and shall not MDLP shall exercise a Right be assignable (except to an Affiliate of First Refusal must be Approved by MDLP Purchaser) without the express prior written consent of Seller and the MC Partners (ROR Owners, which consent may be withheld in the exercise of their sole and absolute discretion) no later than the twentieth (20th) day after the receipt of an Offer Notice (such twentieth (20th) day being referred to herein as the “Initial ROFR Election Date” and the twenty (20) day period between MDLP’s receipt of an Offer Notice and the Initial ROFR Election Date being referred to herein as the “Initial ROFR Election Period”). If the election to exercise a Right of First Refusal shall not be Approved by MDLP and the MC Partners (in the exercise of their sole and absolute discretion) within the applicable Initial ROFR Election Period, such failure shall be deemed to mean that MDLP and the MC Partners do not approve of such election. The determination of whether or not to proceed with such election shall not be subject to the mediation and arbitration provisions of Section 15. If the election to proceed with a ROFR shall not be Approved by MDLP and the MC Partners (in the exercise of their sole and absolute discretion) prior to the expiration of the Initial ROFR Election Period and neither MDLP nor the MC Partners shall have delivered a ROFR Electing Party Notice (as hereinafter defined) prior to the expiration of the Initial ROFR Election Period, then neither MDLP nor the MC Partners shall be permitted to proceed with the exercise of such ROFR. In accordance with the terms of the applicable ROFR Agreement, if MDLP shall determine to waive the applicable ROFR and neither MDLP nor the MC Partners shall have delivered a ROFR Participation Notice within the thirty (30) day period set forth in Section 6.1.2.2.1(a) below, then the JV GP, on behalf of MDLP, shall deliver a written notice to the NJSEA of MDLP’s determination to waive the applicable ROFR.